Permits the extension of credit in the form of guarantees and loans of funds
(the Loans), not to exceed $1,466,785.38, by Univar Corporation (the Employer),
the sponsor of the Plan, or its successors, with respect to Guaranteed
Investment Contract 62127 issued by Confederation Life Insurance Company of
Canada, and the repayment of the Loans by the Plan to the Employer.

Permits the cash sale of common stock of Citizens Savings Bank and Trust
Company, by the Plan to AmeriStar Investments and Trust, a division of First
American National Bank, the Plan’s trustee, and a party in interest with
respect to the Plan.

Permits, effective October 25, 19956 (1) the direct or indirect sale,
exchange or transfer of certificates in the initial issuance of certificates
between the sponsor and underwriter and a plan when the person who has
discretionary authority or renders investment advice with respect to the
investment or plan assets in the certificates is a party in interest with
respect to such plan; (2) the direct or indirect acquisition or disposition of
certificates by a plan in the secondary market for such certificates; and (3)
the continued holding of certificates acquired by a plan. Also permits,
effective October 25, 1996, the direct or indirect sale, exchange or transfer of
certificates between the sponsor and underwriter and a plan when the person who
has discretionary authority or renders investment advice with respect to the
investment of plan assets in the certificates is (a) an obligor with respect to
5 percent or less of the fair market value of obligations or assets contained in
the trust, or (b) an affiliate of a person described in (a). Further, this
exemption permits, effective October 25, 1996, transactions in connection with
the servicing, management and operation of a trust.

Permits (1) the loan of $157,000 by the Plan to Skana Enterprises, Inc., the
Plan’s sponsor and a disqualified person with respect to the Plan; and (2) the
personal guarantee of the Loan by Mr. Ralph Bolton, a disqualified person with
respect to the Plan.

Pikeville National Bank & Trust Company; Trust Company of Kentucky; and
First American Bank (collectively, the Banks)

Permits (1) the cash sales on December 28, 1994 and January 13, 1995, of
certain collateralized mortgage obligations and other mortgage-backed securities
(collectively, the Securities) held by 86 employee benefit plans, Keogh plans
and individual retirement accounts (the Plans) for which the Banks act as
trustee to Pikesville National Corporation (PKVL), a party in interest with
respect to the Plans; (2) the “makewhole” payments made by PKVL to the Plan
on January 20, 1995, in connection with the sale of certain Securities by the
Plans on the open market on November 2, 1994; and (3) the proposed additional
“makewhole” and interest payments to be made by PKVL to the Plans when the
exemption is granted, as a result of (i) the additional amounts owed to such
Plans based on the amortized cost of the Securities at the time of the
transactions in situations where the amortized cost exceeded the outstanding
principal balance of the Securities (plus a reasonable rate of interest on such
amounts) and (ii) the additional accrued but unpaid interest on the Securities
which was owed to the Plans at the time of the sale to PKVL on December 28, 1994
(plus a reasonable rate of interest on such amounts).

Permits, effective August 25, 1995, (1) the purchase or sale of a security
between an employee benefit plan and a broker-dealer affiliated with Morgan
Stanley & Co. and subject to British law (MSC/UK Affiliate); (2) the lending
of securities that are assets of an employee benefit plan to an MSC/UK
Affiliate; and (3) any extension of credit to an employee benefit plan by an MSC/UK
Affiliate to permit the settlement of securities transactions or in connection
with the writing of options contracts.

Permits PanAgora to function as a “QPAM” under Prohibited Transaction
Exemption 84-14 (PTE 84-14, 49 FR 9494, March 13, 1984) in spite of its failure
to satisfy Section I(g) of that class exemption as a result of its affiliation
with E.F. Hutton & Co., Inc. and Shearson Lehman Brothers, Inc. The
exemption is effective as of September 22, 1989, the date on which PanAgora was
formed.

Permits, effective October 1, 1995, (1) the purchase or redemption of shares
by an employee benefit plan (the Plan) in certain mutual funds that are either
affiliated or unaffiliated with Wells Fargo, in connection with the
participation by the Plan in the Wells Fargo Portfolio Advisor Program; and (2)
the provision, by Wells Fargo, of asset allocation services to an independent
fiduciary (the Independent Fiduciary) of a participating Plan or to a directing
participant (the Directing Participant) of an ERISA section 404(c) Plan which
may result in the selection of portfolios in the Portfolio Advisor Program by
the Independent Fiduciary or the Directing Participant for the investment of
Plan assets.

Permits GECIA to function as a “qualified professional asset manager”
pursuant to Prohibited Transaction Class Exemption 84-14 (PTE 84-14, 49 FR 9494,
March 13, 1984) in spite of its failure to satisfy Section I(g) of PTE 84-14, as
a result of General Electric Company’s ownership interest in them, including
any of their subsidiaries or successors which provides investment advisory,
management or related services and is registered under the Securities and
Exchange Act of 1934, as amended, or the Investment Advisors Act of 1940, as
amended. The exemption is effective as of January 29, 1996.

Permits the proposed sale, for cash or other consideration, by the Midwest
Banc Fund IV Group Trust (the FB IV Group Trust) in which employee benefit plans
(the Plans) invest, of certain securities that are held in the BF IV Group Trust
Portfolio, to a party in interest with respect to a participating Plan, where
the party in interest proposes to acquire or merge with a bank company or a
financial services company that issued such securities. Also permits TCC to
receive a performance fee from Plans investing in the BF IV Group Trust.

United States Trust Company of New York and Certain of Its Affiliates
(collectively, US Trust)

Permits (1) as of May 31, 1996, the in kind transfer to any diversified
open-end investment company registered under the Investment Company Act of 1940
(a Fund), to which US Trust serves as investment adviser and may provide certain
“secondary services,” of the assets of various employee benefit plans (the
Plans) that are held in collective investment funds (CIFs) maintained by US
Trust or otherwise held by US Trust as trustee, investment manager, or in any
other capacity as fiduciary on behalf of the Plans, in exchange for shares of
such Funds; and (2) as of June 30, 1996, the receipt of fees by US Trust from
the Funds for acting as investment adviser to the Funds as well as for acting as
the custodian, transfer agent, sub-administrator or for providing other “Secondary
Services” to the Funds in connection with the investment in the Funds by the
Plans for which US Trust acts as a fiduciary, other than Plans maintained by US
Trust for the benefit of its employees and their beneficiaries.

Permits (1) the granting to Chase, as the representative of lenders (the
Lenders) participating in a credit facility, of security interests in limited
partnership interests in LF Strategic Real Estate Investors, L.P. (the
Partnership) owned by certain employee benefit plans (the Plans) with respect to
which some of the Lenders are parties in interest; and (2) the agreements by the
Plans to honor capital calls made by Chase in lieu of the Partnership’s
general partner.

Permits the purchase of units in the Trust by certain multiemployer pension
plans (the Plans) that will enable State Street Global Advisors, Inc., the
independent fiduciary for the Plans investing in the Trust, to make initial and
subsequent equity investments on behalf of the Trust, in the Cincinnati
Development Group Limited Partnership, which may result in a benefit inuring to
Fifth Third Bank, the trustee of the Trust and a party in interest with respect
to the Plans.

Permits the sale, occurring on July 12, 1996, by the GE Trust of its stock in
AmeriData Technologies, Inc. (AmeriData) to General Electric Capital Corporation
(GECC) and GAC Acquisition I Corporation (GAC), wholly owned subsidiary of GECC,
and both are parties in interest with respect to the GE Trust and affiliates of
General Electric Company, the sponsor of the Trust, in connection with the
merger of GAC and AmeriData.

Permits (1) the past acquisition by the Plans of certain transferable stock
rights (the Rights) pursuant to a stock rights offering (the Offering) to the
Plans by Hawaiian Airlines, Inc., the sponsor of the Plans; (2) the past holding
of the Rights by the Plans during the subscription period of the Offering; and
(3) the disposition or exercise of the Rights by the Plans. This exemption is
effective with respect to transactions (1) and (2) as of August 7, 1996.

The Retirement Plan for Salaried and Certain Hourly Employees of Keebler
Company (the Plan)

Permits (1) the leasing by the Plan of certain improved real property (the
Property) to Keebler Company (the Employer), a party in interest with respect to
the Plan; (2) the potential future purchase of the Property by the Employer,
either pursuant to the Employer’s right of first refusal, as stipulated in the
lease, or pursuant to an offer by the Employer to purchase the Property; and (3)
the “make whole agreement,” and any payments thereunder, whereby the
Employer will make the Plan whole, in the event that the Plan sells the Property
to an unrelated party at a net loss.

Permits, effective October 6, 1995, the leasing by the Plans of 10,106 square
feet of office space in a commercial office building which is owned by the plans
to Sarofim Realty Advisors, a party in interest with respect to the Plans, for a
period ending February 28, 2000 pursuant to the terms of a lease amendment.

Permits (1) the acquisition by the Lewis-Gale Clinic, Inc. Profit Sharing
plan (the Plan) on April 16, 1996, of shares of the TS&W Equity Portfolio
and Fixed Income Portfolio (the TS&W Portfolios), each a series of the UAM
Funds, Inc. (the UAM Funds), an open-end investment company registered under the
Investment Company Act of 1940, with respect to which TS&W serves as the
investment adviser, through the in kind transfer of assets of a separate
account, known as “Fund E,” managed by TS&W as a fiduciary for the Plan;
(2) the subsequent sale of shares of the TS&W Portfolios by Fund E of the
Plan on a cash basis; (3) the acquisition and sale of shares of the DSI Money
Market Portfolio (the DSI Portfolio), another series of the UAM Funds, whose
investment adviser -- Dewey Square Investors Corporation (DSI) -- is an
affiliate of TS&W, by Fund E of the Plan on a cash basis; (4) the receipt of
fees from the TS&W Portfolios and the DSI Portfolio (collectively, the
Portfolios) by TS&W and DSI, respectively, for acting as an investment
adviser for the Portfolios; and (5) the receipt of fees from the Portfolios by
UAM Fund Services, Inc., an affiliate of TS&W and DSI, for performing
secondary services for the Portfolios (e.g., administrative, fund accounting,
dividend disbursing and transfer agent services).

Permits, effective February 12, 1997, (1) the direct or indirect sale,
exchange or transfer of certificates in the initial issuance of certificates
between the sponsor or underwriter and an employee benefit plan when the
sponsor, servicer, trustee or insurer of a trust, the underwriter of the
certificates representing an interest in the trust, or an obligor is a party in
interest with respect to such plan; (2) the direct or indirect sale, exchange or
transfer of certificates in the initial issuance of certificates between the
sponsor or underwriter and a plan when the person who has discretionary
authority or renders investment advice with respect to the investment of plan
assets in the certificates is (a) an obligor with respect to 5 percent or less
of the fair market value of obligations or receivables contained in the trust,
or (b) an affiliate of a person described in (a); and (3) transactions in
connection with the servicing, management and operation of a trust, provided
certain conditions are met.

Permits the cash sale by the Plan of five venture capital limited partnership
interests and a private placement bond issue to Washington National Insurance
Company, a party in interest with respect to the Plan.

Permits the sale by the Plan of certain improved real property located in
Allegheny County, Pennsylvania to the Local Union No. 27 of the United
Association of Journeymen and Apprentices of the Plumbing and Pipe Fitting
Industry of the United States and Canada, a party in interest with respect to
the Plan.

Permits (1) the "restoration payment" to the Plan by The Kenzer
Corporation (the Employer), in respect of certain defaulted notes, and (2) the potential
future receipt by the Employer of "recapture payments" from the Plan.

Equitable Life Assurance Society of the United States and Its Affiliates
(Equitable) and Its Wholly-Owned Subsidiary, Equitable Real Estate Management,
Inc. (ERE)

Amends Prohibited Transaction Exemption (PTE) 91-8 (56 FR 1411, January 14,
1991) and makes permanent the temporary relief provided in this exemption.
Permits the provision of property management and/or leasing services by ERE to
certain pooled separate accounts managed by Equitable and its subsidiaries
(i.e., Equitable's Separate Account No. 8, Separate Account No. 16-I, Separate
Account No. 16-II, Separate Account No. 16-III, Investment Management Account
No. 230 for the Westinghouse Electric Corporation Pension Plan; and such other
pooled or single-customer accounts, joint ventures, general or limited
partnerships or other real estate investment vehicles that may be established by
Equitable for the investment of employee benefit plan assets in real estate
related investments to the extent disposition of its assets is subject to the
discretionary authority of Equitable). The exemption is generally effective as
of June 23, 1997.

Amends the Underwriter Exemptions. The Underwriter Exemptions are individual
exemptions that provide relief for the origination and operation of certain
asset pool investment trusts and the acquisition, holding and disposition of
certain asset backed pass-through certificates representing undivided interests
in those investment trusts. The amendment: (1) modifies the definition of
"Trust" to include a pre-funding account and a capitalized interest
account as part of the corpus of the Trust; (2) provides retroactive relief for
transactions involving asset pool investment trusts containing pre-funding
accounts which have occurred on or after January 1, 1992; (3) includes in the
definition of "Certificate" a debt instrument that represents an
interest in a Financial Asset Securitization Investment Trust; and (4) makes
certain changes to the Underwriter Exemptions that reflect the Department's
current interpretation of the Underwriter Exemptions. With certain exceptions,
the amendment to the Underwriter Exemptions is effective for transactions on or
after January 1, 1992.

Permits, effective July 1, 1995, (1) the provision of banking services by the
Amalgamated Bank of New York (the Bank) to certain Plans, which are maintained
on behalf of members of the International Ladies Garment Workers Union; (2) the
purchase by the Plans of certificates of deposit issued by the Bank; and (3) the
deposit of Plans' assets in money market or other deposit accounts established
by the Bank.

Permits (1) the loan by Aon Consulting, Inc. (Aon Consulting), a service
provider to the Plan, in connection with certain excess distributions that Aon
Consulting inadvertently caused to be made under the Plan, and (2) the potential
repayment of the loan by the Plan to Aon Consulting.

Permits both (1) the cash sale of certain real property (the Property) to the
Plan by Robert A. Benz & Co., P.A., Certified Public Accountants (the
Employer), a party in interest with respect to the Plan, and (2) the leaseback
of the Property by the Plan to the Employer.

Permits the cash sale by the Plan of a 5 percent interest in the Hampden
Enterprises Limited Partnership to the Gart Bros. Sporting Goods Company, the
sponsor of the Plan and a party in interest with respect to the Plan.

Permits (1) the granting to The Industrial Bank of Japan, Limited, New York
Branch (IBJ), as the representative of lenders (the Lenders) participating in a
credit facility, of security interests in limited partnership interests in The
Westbrook Real Estate Fund II, L.P. (the Partnership) owned by the Plans with
respect to which some of the Lenders are parties in interest; and (2) the
agreements by the Plans to honor capital calls made by IBJ in lieu of the
Partnership's general partner.

Permits, effective December 29, 1993,
the making, by an employee benefit plan (the Plan), of
capital contributions to any venture capital fund (the
TA Fund) that is organized, sponsored and/or managed by
TA Associates and/or any of its affiliates pursuant to a
contractual obligation by a Plan having an interest in
the TA Fund.

Permits, effective December 26, 1996, (1) the acquisition by the Plan of
certain stock rights (the Rights) pursuant to a stock rights offering (the
Offering) by Access Anytime Bancorp, Inc., which is the parent corporation of
First Savings Bank, F.S.B., the sponsor of the Plan; (2) the holding of the
Rights by the Plan during the subscription period of the Offering; and (3) the
exercise of certain of the Rights by the Plan.

Permits, effective September 19, 1996, the in-kind transfer to separate
series of any open-end investment company registered under the Investment
Company Act of 1940 (the Funds) to which 1st Source Bank or any of its
affiliates (collectively, the Bank) serves as investment advisor and may provide
other services, of the assets of various employee benefit plans (the Plan) that
are held in certain collective investment funds (the CIFs) maintained by the
Bank or otherwise held by the Bank as trustee, investment manger, or in any
other capacity as fiduciary on behalf of the Plans, in exchange for shares of
such Funds.

Permits (1) the sale by the IRAs of certain closely held stock (the Stock) to
Happy Valley Corporation (the Corporation), the issuer of the Stock and an
unrelated third party with respect to the IRAs; and (2) the subsequent
repurchase of the Stock from the Corporation by Messrs. Chez and Kuntz,
fiduciaries and disqualified persons with respect to the IRAs.

Permits (1) the acquisition by a separate account maintained by JH (the FPGT
Account) from Williamette Industries, Inc. of certain oil and gas rights,
subject to existing leases (the Leases) of such rights to Enerfin Resources
Northwest Limited Partnership, a party in interest with respect to the plans
invested in the FPGT Account; and (2) the continuation of the Leases following
the acquisition by the FPGT Account.

Permits the receipt of fees by AmSouth from the AmSouth Mutual Funds, or any
other diversified open-end investment companies registered under the Investment
Company Act of 1940 (the Funds), for acting as an investment adviser for the
Funds as well as for providing other services to the Funds which are “Secondary
Services.”

Permits, effective September 16, 1997, the past sale (the Sale) by the Plan
of two parcels of improved real property to McLane Company, Inc., the Plan
sponsor and a party in interest with respect to the Plan.

Permits (1) the secured loans (the Loans) by the Plan to Motors Finance
Company (Motors), a party in interest with respect to the Plan; and (2) the
guaranty of such Loans by the individual partners of Motors.

Permits the cash sale by the Plan to Alloy Die Casting Co./W.E. Holmes, Inc.,
the Plan sponsor and a party in interest with respect to the Plan, of units in
the Krupp Insured Plus-II Limited Partnership.

Permits (1) Transfers between Accounts Maintained by UNUM -- (a) the sale or
transfer of an interest in a shared investment (including a shared joint venture
interest) between two or more Accounts (except the General Account); (b) the
sale or transfer of an interest in a shared investment (including a shared joint
venture interest) between ERISA-Covered Accounts and the General Account; (2)
Joint Sales of Property -- the sale to a third party of the entire interest in a
shared investment (including a shared joint venture interest) by two or more
Accounts; (3) Additional Capital Contributions -- (a) the making of a pro rata
equity capital contribution by one or more of the Accounts to a shared
investment; or (b) the making of a Disproportionate equity capital contribution
by one or more of such Accounts; and (4) Lending of Funds -- the lending of
funds from the General Account to an ERISA-Covered Account to enable the ERISA-Covered
Account to make an additional pro rata contribution.

Permits, effective May 22, 1997, (1) the purchase or sale of a security
between an employee benefit plan and a broker-dealer affiliated with NatWest and
subject to British law (the NatWest/UK Affiliate); (2) the lending of securities
that are assets of an employee benefit plan to a NatWest/UK Affiliate; and (3)
any extension of credit to an employee benefit plan by a NatWest/UK Affiliate to
permit the settlement of securities transactions or in connection with the
writing of options contracts.

Supersedes Prohibited Transaction Exemption 93-40 (58 FR 34821, June 29,
1993). Permits the replacement of Old AEW with an entity known as "AEW
Capital Management, L.P." Provides conditional relief that is identical to
that provided by PTE 93-40, i.e., (1) the payment of certain initial investment
fees and disposition fees to AEW by employee benefit plans for which AEW
provides investment management services (the Client Plans), pursuant to an
investment agreement between entered into between AEW and the Client Plans,
either individually, through the establishment of a single client separate
account, or collectively, as participants in a multiple client commingled
account (the Multiple Client Account); and (2) any investment by a Client Plan
in a Multiple Client Account managed by AEW.

Permits (1) the acquisition or redemption of units in the TCW Life Cycle
Trusts (the Trusts) by individual account plans described in section 3(34) of the
Act (the Plans), including Plans sponsored by TCW, in connection with such
Plans' participation in the TCW Portfolio Solutions Program (the Program); and
(2) the acquisition or redemption of shares in the TCW Galileo Funds by the
Trusts. Also permits the receipt of fees by TCW as a result of the provision of
advice in connection with the investment by the Plans in the Trusts, a Money
Market Fund, a Guaranteed Investment Contract or similar vehicle, under the
Program.

Permits the reinsurance of risks and the receipt of premiums therefrom by
EBPLife Insurance Company in connection with certain stop-loss policies issued
by unrelated third party insurance carriers to employers any of whose employees
were covered by various employee welfare benefit plans, when at the time EBPLife
reinsured risks and received premiums, Affiliates of EBPLife or the predecessors
of such Affiliates also provided non-discretionary administrative services to
such Plans for a fee.

Permits (1) the lending of securities to State Street, acting through its
Financial Markets Group (FMG) or acting through any other division or U.S.
affiliate of State Street that is a successor to the activities of FMG; (2) the
lending of securities to any U.S. registered broker-dealers affiliated with
State Street by employee benefit plans, including commingled investment funds
holding plan assets for which State Street, through its Master Trust Services
Division, acts as directed trustee or custodian, and for which State Street,
through its Global Securities Lending Division (GSL) or any other similar
division of State Street or U.S. affiliate of State Street or its parent acts as
securities lending agent; and (3) the receipt of compensation by GSL in
connection with the transactions.